Our roots date back seven decades, when in 1934 the family had setup its first financial
venture. Khandwala Securities Limited was setup in 1993, principally promoted by
Mr. Paresh J Khandwala, a second generation financial market specialist entrepreneur.

Khandwala Securities Limited (KSL) is a specialized Institutional Dealing and Investment
Banking firm with an exemplary track record of cutting-edge research, service innovation,
transaction execution and solution structuring.

Part of a group with over 7 decades of market intermediation and transaction execution
expertise, KSL today is recognized as a specialist financial services firm delivering
Intelligent Research, Transaction Execution, Corporate Advisory and Structured Fund
Raising services to Financial Institutions, Corporate Houses and High Networth clients
across multiple markets and geographies.

The composition of the Board of Directors of KSL is governed by the Companies Act,
1956 and the listing requirements of the stock exchanges where securities issued
by KSL are listed.

The Board has an optimum combination of executive and non executive Directors. As
on Mar 2014, the Board comprises of six Directors, out of which four are Non-Executive
Directors. The Managing Director is responsible for the conduct of the business
and day to day affairs of the Company.

The board consists of eminent persons with considerable professional expertise and
experience in banking, management consulting, financial services and similar fields.

No Directors on the Company's Board is a member of more than ten committees and
Chairman of more than five committees across all the Companies in which he is a
Director.

All the Directors have made necessary disclosures regarding committee positions
held by them in other companies. Also none of the Directors on board hold the office
of Director in more than 15 Public limited companies.

Board Committees

Khandwala Securities Limited is a Company managed by Board and the Board meets at
regular intervals to consider accounts, review of operations, formulate corporate
policies and set up goals. The Board has constituted following committees:

The board consists of eminent persons with considerable professional expertise and
experience in banking, management consulting, financial services and similar fields.

Audit Committees

The essential functions of the Audit Committee include review of systems and procedures,
overseeing the functioning of internal audit, the effectiveness of controls, reporting
processes and regulatory compliance.
The Composition of Audit Committee of the Company are as follows:-

Mr. Homiar N. Vakil

Chairman

Independent Director

Mr. Rohitasava Chand

Member

Independent Director

Mr. Pranav Khandwala

Member

Non-Executive Director

Stakeholders Relationship Committee

The Committee handles matters relating to transfers/transmissions of shares and
monitors redressal of complaints from shareholders relating to transfers, non-receipt
of balance sheet, non-receipt of dividends declared, etc.
The Composition of Stakeholders Relationship Committee of the Company are as follows:-

Mr. Homiar N. Vakil

Chairman

Independent Director

Mr. Rohitasava Chand

Member

Independent Director

Mr. Paresh Khandwala

Member

Managing Director

Nomination & Remuneration Committee

The role of the Remuneration / Compensation Committee is to review market practices
and to decide on remuneration packages applicable to the Managing / Executive Directors
and other Non-Executive Directors of KSL.
The Composition of Nomination & Remuneration Committee of the Company are as follows:-

Corporate Governance is a synonym for sound management, transparency and disclosure,
encompassing good corporate practices, procedures, standards and implicit rules
which propel a Company to take sound decisions, thus maximizing long-term shareholders
value. Corporate governance has always been an integral part of KSL's philosophy.

Corporate Governance is beyond the realm of law. We believe that it stems from the
managements mindset and cannot be regulated by legislation alone. KSL had adopted
Corporate Governance and disclosure practices even before these were mandated legislations.

Corporate Governance rules for Indian companies are laid down in Clause 49 of the
Listing Agreement of Indian Stock Exchanges, as amended from time to time by the
Securities and Exchange Board of India (SEBI).